0000895345-15-000163.txt : 20150529 0000895345-15-000163.hdr.sgml : 20150529 20150529150910 ACCESSION NUMBER: 0000895345-15-000163 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150529 DATE AS OF CHANGE: 20150529 GROUP MEMBERS: SILLERMAN INVESTMENT CO III LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SFX Entertainment, INC CENTRAL INDEX KEY: 0001553588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87658 FILM NUMBER: 15899040 BUSINESS ADDRESS: STREET 1: 902 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 646-561-6400 MAIL ADDRESS: STREET 1: 902 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: SFX HOLDING Corp DATE OF NAME CHANGE: 20120705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 SC 13D/A 1 pr13da3-sfx_sillerman.htm pr13da3-sfx_sillerman.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

SFX Entertainment, Inc.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

784178303
(CUSIP Number)


Philip Richter
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 29, 2015
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  784178303
 
Page 2 of 6 Pages


1
NAME OF REPORTING PERSON
 
Robert F.X. Sillerman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) £          (b) £
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
35,494,263
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
35,494,263
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   
 
35,494,263
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   
 
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
37.4%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
CUSIP No.  784178303
 
Page 3 of 6 Pages
 
 
1
NAME OF REPORTING PERSON
 
Sillerman Investment Company III LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o (b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
29,960,263
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
29,960,263
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   
 
29,960,263
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   
 
£
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
32.1%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
This Amendment No. 3 (this “Amendment No.3”) amends and supplements the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on February 25, 2015 by Robert F.X. Sillerman and Sillerman Investment Company III LLC (“SIC”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of SFX Entertainment, Inc. (the “Company”), as amended by Amendment No. 1 thereto filed on March 5, 2015 and Amendment No. 2 thereto filed on May 27, 2015 (as so amended, the “Statement”) .   Capitalized terms not defined in this Amendment No. 3 have the meaning ascribed to them in the Statement.
 
ITEM 3.   SOURCE AND AMOUT OF FUNDS OR OTHER CONSIDERATIONS
 
Item 3 of the Statement is hereby amended and supplemented by adding the following:

On May 29, 2015, Robert F.X. Sillerman issued a press release affirming that his affiliate’s proposed acquisition of the outstanding Common Stock of the Company would be financed on an all-equity basis.  A copy of the press release issued by Mr. Sillerman is filed as Exhibit 99.1 to this Amendment No. 3 and incorporated herein by reference.
 
ITEM 7.    MATERIALS TO BE FILED AS EXHIBITS

Exhibit 99.1
Press Release dated May 29, 2015
 
 
 
 
 
Signature
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 3 is true, complete and correct.

Dated:  May 29, 2015
 
  Robert F. X. Sillerman  
       
 
By:
/s/ Robert F. X. Sillerman  
       
       
       

  Sillerman Investment Company III LLC  
     
       
 
By:
/s/ Robert F. X. Sillerman  
       
  Name:  Robert F. X. Sillerman  
  Title:  Manager and Sole Member  
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
Description
   
Exhibit 99.1
Press Release dated May 29, 2015
 
 EX-99.1 2 prex99_1.htm prex99_1.htm
 
 
 
Exhibit 99.1
 
 
SFX ENTERTAINMENT PROPOSED GOING-PRIVATE TRANSACTION
WOULD BE ENTIRELY EQUITY-FINANCED

NEW YORK – May 29, 2015 – Robert F.X. Sillerman, the Chairman and Chief Executive Officer of SFX Entertainment, Inc. (Nasdaq:SFXE), today affirmed that his affiliate’s proposed acquisition of the outstanding common stock of SFX would be financed on an all-equity basis.

“This is not a leveraged buyout,” said Mr. Sillerman. “I hope to use all-equity financing to fund the proposed going-private transaction. I have no plans to have the Company incur additional debt to fund the transaction.”

As made public in the May 26 announcement disclosing terms of the agreement, SFX stockholders will receive $5.25 in cash from an affiliate of Mr. Sillerman for each share of SFX common stock they hold, in a transaction valued at approximately $774 million. Mr. Sillerman presently owns approximately 37.4 percent of the Company’s outstanding common stock.

Stockholders will also be able to elect to retain stock in the Company in lieu of cash, subject to certain conditions and limitations.

The SFX Board of Directors, acting on the recommendation of a Special Committee, unanimously approved the merger agreement, which is subject to a number of conditions, including receiving the affirmative vote of a majority of the unaffiliated stockholders. Mr. Sillerman recused himself from the Board vote regarding the transaction.

The merger agreement provides for a 45-day “go-shop” period, during which the Special Committee will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals.  Mr. Sillerman has agreed to vote his shares in favor of any superior proposal that has a value of at least 2.5% more than his highest offer.

Jefferies LLC is serving as Mr. Sillerman’s sole financial advisor in connection with the transaction.

Additional Information
 
This release is neither a solicitation of a proxy nor a substitute for the filings that will be made with the Securities and Exchange Commission (SEC) in connection with the proposed transaction. Any solicitation will only be made through materials filed with the SEC. The Company’s stockholders are strongly advised to read such materials when they become available because they will contain important information about the transaction and the Company. Once filed, these documents will be available at no charge on the SEC’s website at www.sec.gov.  The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Company’s stockholders in connection with the proposed transaction.  Information regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2014, as amended, which is filed with the SEC.  Other information regarding potential participants in such proxy solicitation will be contained in the filings to be made with the SEC in connection with the transaction.

This release is also not offer of securities.  Any equity that may be offered to finance the proposed transaction will not be registered under the Securitas Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
 
Cautionary Statement
 
Statements in this document represent the intentions, plans, expectations and beliefs of Mr. Sillerman and involve risks and uncertainties that could cause actual events to differ materially from the events described in this release, including risks or uncertainties related to whether the proposed transaction will be completed, whether Mr. Sillerman will be able to fund the transaction entirely with equity, as well as changes in general economic conditions, stock market trading conditions, government regulation, and changes in the business or prospects of the Company. These factors, as well as factors described in Mr. Sillerman’s and the Company’s SEC filings are among the factors that could cause actual events or results to differ materially from Mr. Sillerman’s current expectations described in this release.

Media contact:

The Marino Organization
Steve Vitoff
212-889-0808

steve@themarino.org